There is growing interest in determining how older adults can mitigate age-related declines in processing resources through the use of compensatory factors. Two such factors that have been investigated independently are control beliefs and knowledge. Research has demonstrated that older adults who have greater perceptions of personal control and self efficacy show higher levels of cognitive performance. Similarly, knowledge has been shown to benefit older adults in many domains of cognitive functioning. Little research, however, has addressed the intersection of these two factors. The proposed research will demonstrate how knowledge and control beliefs work together to influence optimal performance of older adults during text processing, a cognitive domain central to daily functioning. Young and older adults varying in levels of background knowledge and control beliefs will read and recall challenging domain- related and unrelated passages using the "moving-window technique" to measure word-by-word reading times as an index of resource allocation. According to the "prior knowledge" hypothesis, the application of knowledge requires a large investment of processing resources. Therefore, older adults may be particularly challenged when applying their knowledge during text processing. To the extent that control beliefs motivate increased effort, it is expected that older adults who have high levels of internal control will allocate the resources necessary to apply their knowledge to challenging, domain-related texts. This investment of resources, in turn, will be evident in subsequent recall performance. Thus, this research will test the hypothesis that older adults will benefit from knowledge embedded in difficult texts primarily when they have stronger internal control beliefs.